1.3 Add: "DVA will provide sufficient time and resources to permit the handover to occur".

1.5 At what point does survival end, or is it in perpetuity?

2.2 This can be used to effectively terminate the contract without reason, without notice, circumventing Part B (3) where the contractor simply cannot provide an alternative. For example, if the person removed has a specialized skill set, it may not be possible to replace them.

5.1 'Absolute discretion' lacks any kind of appropriate administrative process. This is akin to clause 2.2, it provides an open clause to terminate the contract.

6.2 Given that the contractor would be reliant upon an ISP, the contractor can only warrant they will enable full and non-disruptive connectivity as defined under some sort of industry accepted standard. For example, the contractor will utilize an ISP who has performance statistics that indicate better or equal to XYZ down time per year or something similar. You can't warrant something you have no control over.

7.2(b) If DVA is requiring the contractor to incur a cost not previously notified prior to the commencement of the contract, the payment of these additional costs should not be at DVA's discretion, especially if prior approval is required.

7.2(c) Change 30 days to 14 days (for DVA to make payments).

7.9 Delays in payment by DVA should attract interest.

10.1 This clause (Complaint Handling) is wholly one-sided and should be expanded to incorporate complaints made against DVA. Neutral assessment mechanisms should be employed, neither party should be given carte-blanche to 'manage' the complaint.

11.2 Why is arbitration not an acceptable option, and who is making the determination?

13.5 This subclause results in the contractor providing unlimited coverage, where the 'other party' breaches the Privacy clause. Who is the 'other party', DVA? If so why is the contractor indemnifying the Commonwealth for its actions?

15.4 (Managing a conflict of interest) Omit and redraft to something reasonable.

19.1 Why is the contractor protecting DVA's interests?

19.3 (Professional indemnity cover) Why 6 years?

21.1 Simply because the Commonwealth has a change in policy should not immediately disadvantage the contractor. Ninety days notice in respect of cancellation or substantial reduction in scope should be inserted.

22.6 (Costs of procuring services from another supplier) Amend to "…under Clause 22.4, except in relation to clauses 5.1, 21.1".

24.2(c) This clause should be removed and exact terms covering what the contractor is being contracted to do, when, where, for how long, etc. As it stands you may be contracted to provide services and not actually be required to provide any. It's akin to being on a retainer without any fee being paid, or being on-call with no on-call allowance.

The AMA's position is that contracts are a two way street between parties of roughly equal standing. If one party refuses to negotiate on any part of a proposed contract and seeks to impose its will on the other party, the contractor should very carefully examine the risks and costs they may be exposing themselves to in both the short and long term, as they may make the contract less attractive than at first glance.